1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.19 to $10.50, inclusive. The Reporting Person undertakes to provide to Select Medical Holdings Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes (1), (5) and (6) to this Form 4.

3. The Reporting Person is also an officer and a director of TCBI, and therefore may be deemed to indirectly beneficially own the securities held by TC VII, TC Friends VII, TC VI and TC Friends VI. Pursuant to Instruction (4)(b)(iv) of Form 4, Mr. Cressey has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

4. Includes 315,811 shares directly held by Mr. Cressey.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.34 to $10.61, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.45 to $10.61, inclusive.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

/s/ Maggie Flores as attorney-in-fact pursuant to attached Power of Attorney

08/16/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).